8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  July 31, 2007

ENERGY FOCUS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-24230	94-3021850
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)
32000 Aurora Road
Solon, Ohio		44139
(Address of principal executive offices)		(Zip Code)

(440) 715-1300

(Registrant’s telephone number,

including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240-13e-4(c))

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers.

On July 31, 2007, Energy Focus, Inc. (the “Company”) announced a change in our chief financial officer. Effective August 10, 2007, the Company has appointed Nicholas G. Berchtold as our new Vice President of Finance and Chief Financial Officer. Mr. Berchtold, who is 40, has been employed by Hawk Corporation (friction products and powder metal components) since 2000, most recently as the Division Controller for the Wellman Products Group, with annual revenues exceeding $200 million, where he directed the finance, information technology and accounting functions.

Under the Company’s July 12, 2007 letter agreement with Mr. Berchtold, he will receive an annual salary of $175,000 and a performance bonus estimated at twenty percent (20%) of that salary. As with all of our senior executive officers, Mr. Berchtold’s employment will be “at will”, so that either party may terminate the relationship at any time for any reason.

Mr. Berchtold will be entitled to Company’s standard employee benefit package, which includes medical, dental, and vision benefits. He will be eligible to participate in our employee stock purchase plan and, after an initial waiting period of six months, in our 401(k) plan. He will be afforded three weeks vacation per year.

Under the terms of the letter agreement between the Company and Mr. Berchtold, management will recommend to our Board of Directors that the Board grant Mr. Berchtold 25,000 stock options to purchase shares of the Company’s common stock through our Incentive Stock Option Plan. The options will vest over four years.

Other than the letter agreement, there have been no arrangements or understandings between Mr. Berchtold and any other person relating to his appointment. There have been no transactions since the beginning of the Company’s 2007 fiscal year, or before, and none are currently proposed, between Mr. Berchtold and us or any of our directors or executive officers. There is no family relationship between Mr. Berchtold and any of our directors or executive officers.

Robert A. Connors, the Company’s current Vice President and Chief Financial Officer, will remain in those positions through August 9, 2007. After that, Mr. Connors will remain with the Company for a short while to help with a smooth transition before returning to California, where he has spent most of his career.

Item 7.01. Regulation FD Disclosure

On July 31, 2007, the Company issued a press release announcing the change in our chief financial officer. A copy of that press release is furnished as Exhibit 99.1 to this report.

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The information in this Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that Section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document filed pursuant to Securities Act of 1933, except as shall be expressly set forth by specific reference in that filing.

 Item 9.01.Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated July 31, 2007.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: August 6, 2007
	ENERGY FOCUS, INC.
	By	/s/ John M. Davenport
	Name:      John M. Davenport
	Title:        Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated July 31, 2007.

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EX-99.1

Exhibit 99.1

Energy Focus Names New Chief Financial Officer

Berchtold to Enhance Global Reach of Efficient Lighting Products

SOLON, Ohio—July 31, 2007— Energy Focus, Inc. (NASDAQ: EFOI), formerly Fiberstars, Inc. (NASDAQ: FBST), a global leader in energy efficient lighting, today announced the appointment of Nicholas G. Berchtold as Vice President of Finance and Chief Financial Officer. Mr. Berchtold brings two decades of financial and transactional experience at both large and small manufacturing and public infrastructure industries where he was responsible for multi-national operations.

“We are extremely pleased to have an executive of Nick’s caliber join our senior management team,” said John Davenport, president and CEO of Energy Focus. “His proven track record as a strong financial leader with skills to ensure fiscal responsibility and aggressively manage costs, while supporting the growth of a global technology business, will prove highly valuable to Energy Focus. His arrival is yet another link in the continued strengthening of Energy Focus’ senior management team which is keenly pursuing its goals of growing revenue, profitability and increasing shareholder value..

Prior to joining Energy Focus, Berchtold was the Division Controller for Wellman Products Group, a division of Hawk Corporation with annual revenues exceeding $200 million where he directed the finance, information technology and accounting functions. In his seven years at Wellman, Berchtold instituted a number of cost reduction programs which improved labor productivity and operating performance. Previously, Berchtold held financial positions with Olympic Steel and Caliber Systems, which was acquired by Federal Express in 2000.

Mr. Berchtold commented, “I am thrilled to be a member of the Energy Focus family and look forward to driving profitability into this business while introducing our tremendous EFO® technology to the world. I feel confident that my twelve years of financial leadership at publicly-traded companies combined with an intense passion for operational excellence will allow me to contribute to Energy Focus in a wide array of areas. Energy Focus is an exciting business with tremendous potential and I look forward to contributing to its growing success in the global marketplace.”

In his new position, Berchtold will continue the strict financial disciplines put in place by Bob Connors, who is stepping down to return to California, where he has spent most of his career. Bob was instrumental in moving Energy Focus operations from California to Solon, Ohio initiated two years ago and has played an important role in making that transition a smooth and successful one.

“We are grateful to Bob for his contributions to Energy Focus over the past nine years and, in particular, his role in completing acquisitions, facilitating financings and most recently, successfully implementing SOX 404 compliance.,” said Davenport. “We wish him the best in his future endeavors”

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About Energy Focus, Inc.

Energy Focus, Inc.(NASDAQ: EFOI) is the leading supplier of fiber optic lighting and the world’s only supplier of EFO®, a lighting technology which is more efficient than conventional electric lamps. Energy Focus products are designed, manufactured and marketed for the commercial lighting, sign and swimming pool, and spa markets. Energy Focus fiber optic lighting provides energy savings, aesthetic, safety and maintenance cost benefits over conventional lighting. Customers include supermarket chains, retail stores, fast food restaurants, theme parks and casinos, hotels, swimming pool builders, spa manufacturers and many others. Company headquarters are located at 32000 Aurora Rd., Solon, OH 44139. The Company has additional offices in Pleasanton, CA, United Kingdom and Germany. For more information, see www.energyfocusinc.com.

Forward-looking statements in this release are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include statements regarding the goals and business outlook for 2007 and thereafter and expected benefits of Mr. Berchtold’s service to the Company. Investors are cautioned that all forward-looking statements involve risks and uncertainties. Actual results may differ materially from the results predicted. Risk factors that could affect the Company’s future include, but are not limited to, a slowing of the U.S. and world economy and its effects on Energy Focus’ markets, failure to develop marketable products from new technologies, failure of EFO or other new products to meet performance expectations, unanticipated costs of integrating acquisitions into the Energy Focus operation, delays in manufacturing of products, increased competition, other adverse sales and distribution factors and greater than anticipated costs and/or warranty expenses. For more information about potential factors which could affect Energy Focus financial results, please refer to the Company’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2006, and its quarterly reports on Form 10-Q. These forward-looking statements speak only as of the date hereof. Energy Focus disclaims any intention or obligation to update or revise any forward-looking statements.

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